NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a
technology-driven provider of end-to-end iLottery and iGaming
solutions globally, announced today that it has entered into a
definitive Business Combination Agreement (the “Agreement”) to be
acquired by Aristocrat Leisure Limited (ASX: ALL) (“Aristocrat”),
an entertainment and content creation company delivering
world-leading mobile and casino games, for $29.50 per share in an
all-cash transaction (the “Transaction”), representing an
enterprise value of approximately $1.2 billion for NeoGames.
The transaction price represents a premium of
approximately 104% over the volume weighted average price of
NeoGames’ shares for the 3 months ending on May 12, 2023, the last
trading day prior to today’s announcement of the Agreement.
“The NeoGames team has built a great company
with a strong platform and differentiated assets and we are pleased
that Aristocrat recognizes the value we’ve created as a leader
across iLottery, iGaming and online sports betting,” said John E.
Taylor, Jr., Chairman of the Board of Directors of NeoGames. “After
careful consideration, the Board determined that Aristocrat’s
proposal provides shareholders with compelling value, further
validating the strength of the business that NeoGames has built. We
are pleased to have reached this agreement, which we believe
benefits all of NeoGames’ shareholders as well as our various
stakeholders.”
Moti Malul, Chief Executive Officer of NeoGames
commented, “I am tremendously proud of our entire team at NeoGames,
as together we have established our leadership position, driving
our success across iLottery, iGaming, and online sports betting. We
are delighted that the team at Aristocrat recognizes the
significance of what we have built, and the strategic opportunity
to combine our complementary businesses. We firmly believe that
this Transaction represents a great outcome for all of NeoGames’
shareholders, customers and employees.”
Transaction Details and Anticipated
Closing
Under the terms of the Agreement, NeoGames has
agreed to transfer its statutory seat, registered office and seat
of central administration from Luxembourg to the Cayman Islands
and, as promptly as practicable thereafter, a wholly owned
subsidiary of Aristocrat will merge with and into NeoGames, with
NeoGames being the surviving company and a wholly owned subsidiary
of Aristocrat.
The Board of Directors of NeoGames unanimously
approved the Agreement and has recommended the Transaction.
Following the consummation of the merger, all outstanding ordinary
shares of NeoGames will be cancelled and converted into the right
to receive $29.50 per share in cash and NeoGames will become a
privately-held company and no longer be listed on any public
market.
Completion of the Transaction is expected to
occur within 12 months, and is contingent upon customary closing
conditions, including receipt of regulatory approvals and the
approval of NeoGames’ shareholders. NeoGames shareholders who hold
a total of approximately 20,382,242 shares, representing
approximately 61% of NeoGames’ outstanding shares, have executed a
support agreement with Aristocrat pursuant to which they have
irrevocably agreed to vote in favor of the Transaction.
Advisors
Stifel is acting as NeoGames’ financial advisor
and Latham & Watkins LLP and Herzog Fox & Neeman are acting
as legal counsel to NeoGames.
About NeoGames
NeoGames is a technology-driven innovator and a
global leader of iLottery and iGaming solutions and services for
regulated lotteries and gaming operators, offering its customers a
full-service suite of solutions, including proprietary technology
platforms, two dedicated game studios with an extensive portfolio
of engaging games and a range of value-add services. As a global
B2G and B2B technology and service provider to state lotteries and
other lottery operators, NeoGames offers its customers a
full-service solution that includes all of the elements required
for the offering of lottery games via personal computers,
smartphones and handheld devices. NeoGames also offers an
innovative sports betting platform, an advanced content aggregation
solution and a complete set of B2B gaming tech and managed
services.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 that relate to the Company’s current
expectations and views of future events. The Company intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in Section 27A
of the Securities Act and Section 21E of the Exchange Act. All
statements contained in this press release other than statements of
historical fact, including, without limitation, statements about
the expected timing of the Transactions, the satisfaction or waiver
of any conditions to the proposed Transactions, anticipated
benefits, growth opportunities and other events relating to the
proposed Transactions, and projections about the Company’s business
and its future revenues, expenses and profitability should be
considered as forward looking statements. The words “believe,”
“may,” “will,” “estimate,” “potential,” “continue,” “anticipate,”
“intend,” “expect,” “could,” “would,” “project,” “plan,” “target,”
and similar expressions are intended to identify forward-looking
statements, though not all forward-looking statements use these
words or expressions. These forward-looking statements involve
known and unknown risks and uncertainties and are based on current
expectations, assumptions, estimates and projections about the
Company and its industry as of the date of this press release. The
Company undertakes no obligation to update forward-looking
statements to reflect subsequent occurring events or circumstances,
or changes in our expectations, except as may be required by law.
Forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
contemplated by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not
limited to, risks and uncertainties relating to: the risk that the
Transactions may not be completed in a timely manner or at all, or
that following the Continuation the Company may be required to
reincorporate in Luxembourg, which may adversely affect the
companies’ businesses and the price of their securities;
uncertainties as to the timing of the consummation of the
transaction and the potential failure to satisfy the conditions to
the consummation of the transaction, including the receipt of
certain governmental and regulatory approvals; the potential for
regulatory authorities to require divestitures, behavioral remedies
or other concessions in order to obtain their approval of the
proposed transaction; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
Business Combination Agreement; the effect of the announcement or
pendency of the Transactions on the Company’s business
relationships, operating results, and business generally; the
potential that the Company’s shareholders may not approve the
transaction; expected benefits, including financial benefits, of
the transaction may not be realized; integration of the acquisition
post-closing may not occur as anticipated, and the combined
companies’ ability to achieve the growth prospects and synergies
expected from the transaction, as well as delays, challenges and
expenses associated with integrating the combined companies’
existing businesses may exceed current expectations; litigation
related to the transaction or otherwise; unanticipated
restructuring costs may be incurred or undisclosed liabilities
assumed; attempts to retain key personnel and customers may not
succeed; risks related to diverting management’s attention from
Parent’s ongoing business operations; exposure to inflation,
currency rate and interest rate fluctuations and risks associated
with doing business locally and internationally, as well as
fluctuations in the market price of Parent and the Company’s traded
securities; demands in the Company’s customer end markets and for
the Company’s services and/or products that exceed the Company’s
capacity; ongoing or potential litigations or disputes, incidental
to the conduct of the Company’s ongoing business, with customers,
suppliers, landlords, or other third parties; the business
combination or the combined company’s products may not be supported
by third parties; actions by competitors may negatively impact
results; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
transaction; potential negative changes in general economic
conditions in the regions or the industries in which Parent and the
Company operate; potential failure to meet the conditions set forth
in the Business Combination Agreement; exposure to inflation,
currency rates and other risk factors described in the Company’s
Annual Report on Form 20-F for the year ended December 31, 2022,
filed with the Securities and Exchange Commission (the “SEC”) on
April 28, 2023 and in any subsequent reports on Form 6-K, each of
which is on file with or furnished to the SEC and available at the
SEC’s website at www.sec.gov. It is not possible for our management
to predict all risks, nor can the Company assess the impact of all
factors on its business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
The Company cautions you therefore against relying on these
forward-looking statements, and it qualifies all of its
forward-looking statements by these cautionary statements. These
statements reflect management’s current expectations regarding
future events and speak only as of the date of this press release.
You should not put undue reliance on any forward-looking
statements. Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, it
cannot guarantee that future results, levels of activity,
performance and events and circumstances reflected in the
forward-looking statements will be achieved or will occur. Except
as required by applicable law, the Company undertakes no obligation
to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise,
after the date on which the statements are made or to reflect the
occurrence of unanticipated events. SEC filings for the Company are
available in the Investor Relations section of the Company’s
website at ir.neogames.com.
Additional Information about the
Business Combination and Where to Find It
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication may be
deemed to be solicitation material in respect of the proposed
transaction. NeoGames intends to furnish to the SEC and mail or
otherwise provide to its shareholders an information statement on
Form 6-K in connection with the proposed transaction with
Aristocrat (the “information statement”) and this communication is
not a substitute for such information statement or any other
document that NeoGames may file with the SEC or send to its
shareholders in connection with the proposed transaction. The
information statement will be provided to the shareholders of
NeoGames and will contain important information about the proposed
transaction and related matters, including a copy of the Agreement.
This communication is not a substitute for the information
statement or any other document that may be filed or furnished by
NeoGames with the SEC. Investors and shareholders are urged
to read the information statement in its entirety and other
relevant documents and materials filed with or furnished to the SEC
in connection with the proposed transaction or incorporated by
reference therein when they become available before making any
voting or investment decision with respect to the proposed
transaction because they will contain important information about
the proposed transaction and the parties to the proposed
transaction.
You may obtain copies of all documents filed
with or furnished to the SEC regarding this transaction, free of
charge, at the SEC’s website (www.sec.gov). In addition, investors
and shareholders will be able to obtain free copies of the
information statement and other documents filed with or furnished
to the SEC by NeoGames on its Investors website (ir.neogames.com)
or by writing to NeoGames S.A., 10 Habarzel Street, Tel Aviv
6971014, Israel.
Contacts
Investor Contact:ir@neogames.com
Media Relations:pr@neogames.com
© NeoGames. All rights reserved. NeoGames and
the NeoGames logo are trademarks and/or registered trademarks of
NeoGames in the U.S. and/or other countries. Other company and
product names may be trademarks of the respective companies with
which they are associated. Features, pricing, availability, and
specifications are subject to change without notice.
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